The Wiley acquisition of Hungry Minds,
Inc., the largest in our history, brings a diverse family of
respected brands under the Wiley umbrella. The acquisition
changes the balance of our core businesses by substantially
augmenting our market position and visibility in key areas.

Everyone is familiar with the For
Dummies® series. For over a decade, the ubiquitous
yellow and black covers have helped us follow the
yellow book road, first through the cyberworld, and, by
now, much of the rest of life as well.

The Hungry Minds portfolio includes
several other equally well-known brands. On the consumer
side:

 The famous CliffsNotes™
study guides

 The Webster's New
World™ dictionaries

 The Frommer's®travel
guides

 The Betty Crocker®and Weight
Watchers® cookbooks

 The Burpee® gardening
titles

 The Howell Book House™
pet series.

On the technical side, Hungry Minds is
one of the world's major computer publishers, and a leader in
the end-user market. The For Dummies® series has
been one of the fastest growing publishing programs in
history; Windows For Dummies® is regularly on the
computer bestseller lists, with over 11 million copies in
print. The Bible, Visual™, and Secrets®
lines, offering higher end material for programmers in such
disciplines as Web development and network administration,
also consistently produce major bestsellers.

Hungry Minds authors include an
impressive number of high-profile experts from across the
subject spectrum. Windows guru Andy Rathbone can make anyone
an informed traveler in the land of Gates, and for Mac
devotees there are the renowned David Pogue and Deke
McClelland. Dave Thomas of Wendy's fame teaches the secrets
of franchising, while acclaimed Chicago chef Charlie Trotter
offers a more hand-crafted approach to culinary creation.
Former Metropolitan Museum of Art director Thomas Hoving
provides a guided tour of the world of art. Sports fans and
wannabes can learn from the greats including baseball Hall of
Famer Joe Morgan, ice skating queen Kristi Yamaguchi, Field
& Stream veteran Ken Schultz on fishing, and John
McEnroe's better-behaved brother Patrick on tennis.
Victoria's Secret supermodel Stephanie Seymour counsels on
beauty, and in the most personal arena, we encounter the
diminutive doyenne of intimacy, Dr. Ruth Westheimer.

An Ideal Fit

The Hungry Minds programs will be
aligned with Professional/Trade. The acquisition will double
P/T revenues, bringing them to well over half the Wiley
total.

The Wiley/Hungry Minds combination
brings us the additional opportunity to leverage online
investments across a broader base of content and markets. In
the online travel category, an area that we believe holds
strong growth potential, Frommers.com generates revenue not
only through advertising, but through a booking partnership
with Travelocity as well.

The Hungry Minds in-house composition
and content tagging process, designed for both print and
digital publication, can be aligned with the content
management system Wiley is currently developing. About 300 of
the For Dummies®, Frommer's®, and CliffsNotes™
publications are already available for full e-book download,
custom print, or e-book on-demand publication. While Hungry
Minds has not been utilizing a full e-book distribution
network, this content can be distibuted under existing Wiley
relationships.

We expect synergy in other areas as
well. The significant brand management expertise at Hungry
Minds will support us in our ongoing pursuit of successful
partnerships and alliances. On the international scene, the
Hungry Minds experience has been comparable to ours, with
about 15% of sales coming from outside the U.S. Hungry Minds
has achieved strong market penetration in Canada, Singapore,
Australia, and India.

The Transition

While Indianapolis is the major hub of
Hungry Minds operations, housing about 350 of the over 500
employees, its corporate headquarters are in New York City,
at 909 Third Avenue. The two floors at that location are soon
to be consolidated onto the 20th floor. A small office in
Cleveland houses the 13 member Webster's New World™
editorial staff.

The integration of Hungry Minds into
Wiley is being effected by a transition team which represents
both companies. The enthusiasm with which Wiley has
anticipated the union is clearly shared by Hungry Minds.
There has been a wonderful collaboration among the
various departments throughout the transition process,
says Kathy Nebenhaus, Hungry Minds Vice President and
Publisher. The combined portfolio of products will
enable our customers to learn and to enrich their lives on a
broader spectrum. And as Wiley President and CEO Will
Pesce says, We welcome the Hungry Minds team of
dedicated professionals, and we look forward to making the
marriage intellectually stimulating and financially rewarding
for all the stakeholders of the combined company 
authors, shareholders, and employees.